Terms of Use

Last Updated: May 10, 2018

1. Overview

These Terms of Use (this “Agreement”) constitute a binding agreement between Microdrop LLC (“Microdrop”) and you with respect to all information, data, graphics, content, software applications, and other Microdrop products and services provided, facilitated or otherwise made accessible on the website located at www.microdrop.health (the “Site”) and/or associated services. In this Agreement, “we”, “us”, “our” and other similar references mean Microdrop and “you”, “your”, “user” and other similar references mean you, as a specific user of the Site.

IF YOU DO NOT AGREE TO THESE TERMS THEN YOU MAY NOT ACCESS OR USE THE SITE. BY USING AND ACCESSING THE SITE (OTHER THAN TO REVIEW THE TERMS AND CONDITIONS OF THIS AGREEMENT), YOU AGREE TO BE BOUND BY THIS AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS BELOW. YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE USING OR ACCESSING THE SITE, BECAUSE THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS. YOU SHOULD ALSO RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS. ALL CAPITALIZED TERMS (SUCH AS ‘SITE’, ‘AGREEMENT’, ETC.) SHALL HAVE THE MEANING SET FORTH IN THIS AGREEMENT. IF YOU ARE UNDER THE AGE OF 13, YOU MAY NOT USE THE SITE.

2. License

We own all right, title, and interest in and to the Microdrop content we post on the Site or otherwise make available through our services (“Content”). We grant you a non-exclusive, revocable, worldwide, royalty-free, non-transferable and non-sublicensable license to access and use Content. Such use must be consistent with the terms of this Agreement and the terms of any other agreement between you and Microdrop in effect from time to time.

3. Infringing Content

Any person or entity who or which believes that his, her or its intellectual property has been copied and posted via the Site in a way that constitutes infringement shall provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the rights holder; (b) an identification and location on the Site of the property that is claimed to be infringed; (c) a written statement by such person that he, she or it has a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) such person’s name and contact information, such as telephone number or e-mail address; and (e) a statement by such person that the foregoing information in the notice is accurate and, under penalty of perjury, that the person delivering the notice is the owner of the property in question or authorized to act on the owner’s behalf. Notices to us regarding any alleged infringement should be directed to us at no@microdrop.health.

4. Rules for Using the Site

All content we make available through the Site is provided solely for your personal use and is not for commercial exploitation, unless authorized in this Agreement or otherwise in writing between you and Microdrop. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sublicense, transfer or create derivative works from the Site. Nor may you use any network monitoring or discovery software to determine the Site’s architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy the Site without our prior written permission. You may not copy, modify, reproduce, republish, distribute, display, perform or transmit for commercial, non-profit or public purposes all or any portion of the Site, except to the extent permitted above. You may not use or otherwise export or re-export the Site or any portion thereof, or any software available on or through the Site in violation of the export control laws and regulations of the United States of America. Any unauthorized use of the Site is expressly prohibited. Microdrop does not authorize the harvesting or collection of names or addresses from the Site for the purpose of sending unsolicited e-mail, or for any other purpose. You may not use the Site in any jurisdiction that does not give effect to all provisions of this Agreement.

Without limiting the generality of the above, you may not: use the Site in any manner that could damage, disable, overburden or impair the Site or any server or other hardware associated with the Site; interfere with any other party’s use and enjoyment of the Site; frame or otherwise display content from a source other than the Site in conjunction with Content; circumvent any technological measure used by Microdrop to control access to or use of the Site; use the Site in any manner to deceive, defraud, or mislead any person; use the Site to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; use any Microdrop-owned mark or product name as a meta-tag or other ‘hidden text’ for search engines in a manner that does not inure to the benefit of Microdrop;

You are granted a limited, non-exclusive right to create a text hyperlink to the Site provided such link does not portray Microdrop or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that, in Microdrop’s sole determination, is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use the Microdrop logo or other proprietary graphic of Microdrop to link to the Site without Microdrop’s consent. Further, you may not use, frame or utilize framing techniques to enclose any Microdrop trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without Microdrop's consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Microdrop or any third party.

5. Changes to This Agreement

We reserve the right to change the terms of this Agreement at any time, and will notify you of any material change to this Agreement or our Privacy Policy by means of a posting on the Site. Updated versions of this Agreement will appear on the Site and are effective immediately.

6. Privacy and Your Account

Microdrop’s Privacy Policy forms part of this Agreement and is incorporated herein by reference.

7. No Performance Warranty

You use the Site, information on the Site, and materials linked from the Site at your own risk. We do not represent, warrant or guarantee (a) the accuracy, reliability, completeness, adequacy or currency of the information contained in, provided by, or linked to on the Site, (b) that the Site will be error-free, free of viruses or other harmful components, (c) that known defects will be corrected, or (d) that the Site will always be accessible. We may make improvements and/or changes to the Site and its features, functionality or content thereof at any time in our discretion.

8. Third Party Content

Third party content, messages and services may appear on the Site or may be accessible through links from the Site. Microdrop is not responsible, and assumes no liability, for any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood or obscenity in the statements, opinions, representations or any other form of content contained in any third party content appearing on or accessible from the Site. You acknowledge that the information and opinions in the third party content are neither endorsed or controlled by, nor reflect the beliefs of, Microdrop.

9. Disclaimer

THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MICRODROP EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MICRODROP SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY THIRD PARTY WEBSITES (OR MOBILE APPLICATIONS, LINKS, ETC.) OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS ON THE SITE, INCLUDING WITHOUT LIMITATION ANY ERRORS IN OR OMISSIONS THEREFROM, (B) THE UNAVAILABILITY OF THE SITE, OR ANY PORTION THEREOF, (C) YOUR USE OF THE SITE (D) ANY USER SUBMISSIONS, AND (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE. MICRODROP FURTHER SPECIFICALLY DISCLAIMS LIABILITY FOR ANY LOSS OF DATA STORED ON OR BY MEANS OF THE SITE, AND DISCLAIMS LIABILITY FOR ANY LOSS OF DATA OR OTHER DAMAGE ARISING FROM SPYWARE, MALWARE, OR OTHER THIRD-PARTY CAUSES. MICRODROP FURTHER SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, ACCURATE, ERROR OR DELAY FREE, SECURE, OR FREE FROM BUGS, VIRUSES OR OTHER PROGRAM LIMITATIONS.

WHERE ANY JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET FORTH ABOVE IN A PARTICULAR CIRCUMSTANCE, THEN MICRODROP SHALL BE ENTITLED TO THE BENEFIT OF SUCH DISCLAIMERS AND LIMITATIONS TO THE MAXIMUM EXTENT PERMITTED BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE.

10. Limitation of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH MICRODROP IS TO DISCONTINUE YOUR USE OF THE SITE. MICRODROP SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITE, INCLUDING WITHOUT LIMITATION ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND/OR EXPENSES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE. TO THE EXTENT THIS LIMITATION ON LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, MICRODROP’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO US$100.00. FURTHER, MICRODROP SHALL NOT BE LIABLE IN ANY INSTANCE WHATSOEVER FOR ACTIONS BY ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, ADVERTISMENTS AND SOLICITATIONS.

THE LIMITATIONS SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MICRODROP. MICRODROP WOULD NOT BE ABLE TO PROVIDE YOU WITH THE SITE WITHOUT SUCH LIMITATIONS.

11. Remedies for Violations

We reserve the right to seek any and all remedies available at law and/or in equity for violations of this Agreement, including without limitation the right to block access to the Site from a particular Internet address or phone number. Our remedies shall be cumulative and the availability to us of any remedy or our exercise or enforcement of any right shall not limit or preclude the availability to us of any other remedy or our exercise or enforcement of any other right.

12. Governing Law

This Agreement and your use of the Site shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas (even if your use is outside of the State of Texas), without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to this Agreement or the Site shall be filed only in the state and federal courts located in Harris County, Texas and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts.

13. Entire Agreement

This Agreement, together with the Privacy Policy, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes any and all other prior written or oral agreements between Microdrop and you regarding such subject matter. 14. Severability/Waiver/Headings

If any portion of this Agreement is adjudicated to be invalid, illegal or unenforceable, such provision will be deemed to be deleted, but the validity legality and enforceability of the remaining portions of this Agreement will not in any way be affected or impaired, and this Agreement will be enforceable as so modified. Failure of Microdrop to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

15. Termination

Microdrop has the unlimited right to terminate or limit your access to the Site at any time and for any reason and without notice. In the event of termination, you are no longer authorized to access or use the Site and the disclaimers and limitations of liabilities set forth in this Agreement, shall survive. In any event, all of Microdrop’s rights under this Agreement (and to the extent applicable, all of the rights under this Agreement of its affiliates, and its affiliates’ directors, officers, employees, contractors, representatives and agents, licensees and licensors) shall survive any termination of this Agreement.

16. No Construction Against Drafter

The terms of this Agreement shall not be construed against Microdrop by virtue of its having drafted them.

17. No Implied Third Party Beneficiaries

Nothing in this Agreement is intended to confer on any third party (whether referred to in this Agreement by name, class, description or otherwise) any benefit or any right under any legislation in any country to enforce any provisions of this Agreement, except as expressly contemplated in this Agreement.

18. Assignments

Microdrop may assign this Agreement and and/or its rights and/or obligations under this Agreement (in whole or in part) without restriction and without notice to you. This Agreement shall inure to the benefit of, and may be enforced by, you and Microdrop and your and Microdrop’s respective permitted successors and assigns.

19. Force Majeure

Microdrop's performance under this Agreement are subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies and the like.

20. Consent to Electronic Communications

Microdrop will generally communicate with its users by electronic means, such as e-mail. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

21. Contact Us

You can contact Microdrop at no@microdrop.health.

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